"This has been another half of pleasing underlying tobacco performance enhanced by the growing contribution of our NGP business, with overall revenues up 2.5 per cent; and Europe and the Americas both growing revenue by 4%. In tobacco, we continue to focus on our longstanding brand and market priorities, and are delivering high margin sales growth. Our Asset Brands continue to outperform and now represent two thirds of our revenue. We have made significant progress in building our NGP business with investment behind myblu generating awareness and consumer adoption, resulting in leading retail shares in most markets. We are building on this momentum in the second half focused on further omnichannel expansion and new product initiatives. We have set the foundations for accelerated revenue growth and we are on track to meet our full year expectations."

Alison Cooper

Chief Executive

Overview - Adjusted Basis

Half Year Result

Change

2019

2018

Actual

Constant Currency1

Tobacco volume

bn SE

115.2

123.6

-6.9%

-6.9%

Net revenue2

£m

3,656

3,523

+3.8%

+2.5%

Asset Brand net revenue2

£m

2,386

2,213

+7.8%

+7.0%

Tobacco & NGP adjusted operating profit

£m

1,538

1,533

+0.3%

-1.8%

Distribution adjusted operating profit

£m

102

99

+3.0%

+3.0%

Total adjusted operating profit

£m

1,620

1,624

-0.2%

-2.3%

Adjusted earnings per share

pence

115.6

114.3

+1.1%

-1.3%

Adjusted net debt

£m

(12,958)

(12,698)

Overview - Reported Basis

Half Year Result

Change

2019

2018

Actual

Revenue2

£m

14,390

14,060

+2.3%

Operating profit

£m

1,150

833

+38.1%

Basic earnings per share

pence

71.2

51.7

+37.7%

Dividend per share

pence

62.56

56.87

+10.0%

Reported net debt

£m

(13,381)

(13,008)

See page 3 for basis of preparation and page 13 for the reconciliation between reported and adjusted measures.

1 Constant currency removes effect of exchange rate movements on the translation of the results of our overseas operations.

22018 revenue restated following adoption of IFRS 15.

On Track to Deliver FY19

· Net revenue up +2.5% driven by strong NGP growth and a good underlying tobacco performance

· Reported operating profit up 38.1% with lower amortisation, the prior year impact of distributor administration, lower restructuring costs and an increase in the contingent consideration liability for the Von Erl acquisition

· On track to deliver growth in revenue, adjusted EPS and cash conversion in line with full year expectations

· Divestment programme on track

Creating Something Better for the World's Smokers

Investing in NGP growth

· Strong year-on-year growth across all divisions driven by blu

· Continued momentum in consumer offtake of blu with a slowdown of category growth in US

· Established blu as a leading vape brand in growing retail channel in UK, France, Germany, Spain, Italy and Japan

Driving Growth to Create Value

We have made positive progress in the first six months of the year as we continued to focus on building our NGP business and maximising opportunities in tobacco.

Our expectations for full year revenue, earnings and cash generation are unchanged. We expect to deliver constant currency revenue growth at, or above, the upper end of our 1-4% revenue growth range, driven by consistent growth in tobacco and an increase in NGP revenues. Our medium-term guidance for constant currency EPS growth remains in place. In tobacco, our visibility on shipment timings and embedded pricing support a much stronger second half. In NGP, investment behind our blu Adoption Model is driving awareness, trial and repurchase. We are continuing to invest behind brand equity, product initiatives and omnichannel engagement, all of which will support an acceleration in growth during the second half.

OTHER INFORMATION

Investor Contacts

Media Contacts

Peter Durman

+44 (0)7970 328 093

Alex Parsons

+44 (0)7967 467 241

Matt Sharff

+44 (0)7964 110 921

Simon Evans

+44 (0)7967 467 684

Webcast

Imperial Brands PLC will be hosting a live webcast for investors and investment analysts with senior management following the publication of our Interim Results on 8 May 2019. The webcast will be hosted by Alison Cooper, Chief Executive, and available on www.imperialbrandsplc.com from 9.00am (GMT). An archive of the webcast and the presentation script and slides will also be available.

The webcast audio can also be accessed on a listen only basis using the following telephone details. Please join the event conference 5-10 minutes prior to the start time. You will be asked to provide the confirmation code.

United Kingdom: 44 (0) 20 7192 8000 or 0800 376 7922

USA: +1 631 510 7495or +1 866 966 1396

Conference ID No: 9986487

Basis of Presentation

· To aid understanding of our results, we use 'adjusted' (non-GAAP) measures in accordance with our usual practice. Reconciliations between adjusted and reported (GAAP) measures are also included in the relevant notes. Further definitions of adjusted measures are provided in the 2018 Annual Report and Accounts.

· Change at constant currency removes the effect of exchange rate movements on the translation of the results of our overseas operations. References in this document to percentage growth and increases or decreases in our adjusted results are on a constant currency basis unless stated otherwise. These are calculated by translating current year results at prior year exchange rates.

· Market share is presented as a 12-month average (MAT), unless otherwise stated. Aggregate market share is a weighted average across markets within our footprint.

Cautionary Statement

Certain statements in this announcement constitute or may constitute forward-looking statements. Any statement in this announcement that is not a statement of historical fact including, without limitation, those regarding the Company's future expectations, operations, financial performance, financial condition and business is or may be a forward-looking statement. Such forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected or implied in any forward-looking statement. These risks and uncertainties include, among other factors, changing economic, financial, business or other market conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described in this announcement. As a result, you are cautioned not to place any reliance on such forward-looking statements. The forward-looking statements reflect knowledge and information available at the date of this announcement and the Company undertakes no obligation to update its view of such risks and uncertainties or to update the forward-looking statements contained herein. Nothing in this announcement should be construed as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the Company for current or future financial years will necessarily match or exceed the historical or published earnings per share of the Company. This announcement has been prepared for, and only for the members of the Company, as a body, and no other persons. The Company, its Directors, employees, agents or advisers do not accept or assume responsibility to any other person to whom this announcement is shown or into whose hands it may come, and any such responsibility or liability is expressly disclaimed.

CHIEF EXECUTIVE'S STATEMENT

These results demonstrate the additive growth opportunity from our NGP portfolio and financial resilience in the tobacco business. Our NGP revenues grew year-on-year, with blu performing well in several priority markets. We also delivered a good underlying tobacco performance, with quality revenue growth from our Asset Brands in our priority markets. Strong price/mix and margin progression in tobacco, as well as the momentum in blu, underpins a strong second half in line with full year expectations.

Consumer preferences and behaviours are changing, driven by globalisation, demographics and technology. Evolving lifestyle choices, changing regulation and increasing innovation continue to shape what consumers buy, offering them greater choice than ever before. All of which drive category development across consumer goods businesses, including the nicotine market.

Change is creating opportunities for consumers across new categories and we have continued to build NGP revenues, while also delivering a strong underlying performance in the tobacco business. Last year, we significantly expanded our presence in vapour with new product and market launches and exited the year with growing sales of our pioneering blu brand.

We believe Imperial has a significant additive opportunity in NGP as the relative size of our global cigarette market share means we have the most to gain and the least to lose from any cannibalisation of combustible tobacco. We have substantial NGP growth ambitions and to support that growth, we have invested an additional £94m behind our blu-Adoption Model which is driving increased brand awareness, smoker trial and repurchase across all our markets.

The opportunities NGP provides across all our markets means our historical segmental descriptors of Growth and Returns are no longer applicable. As announced in September 2018, these interim results are presented on a new geographic basis based on three regions: Europe, Americas and Africa, Asia & Australasia. Each region includes all tobacco and NGP sales in their respective geographies, reflecting the way we now run the business.

Growing Sales of blu

Strong growth in sales of myblu reflects the positive response from smokers, vapers and retailers in a growing number of markets while we also continue to focus on building our presence on-line and in specialist vape stores. Increased investment in brand building and marketing activities are supporting consistent growth in sales to consumers particularly through traditional retail outlets. NGP revenue was up by over 200 per cent to £148m driven by expansion in Europe, Japan and continued growth in the US, although we have seen a slowdown in the US where regulatory statements have tempered growth of the category. We continue to monitor regulatory developments in the US and will seek to mitigate any further potential impacts.

Our objective is to transition adult smokers to something better and we continue to refine the approach we are taking based on learnings from market rollouts and deepening consumer insights. We are building distribution to ensure blu is available where smokers go to buy tobacco which is increasing the importance of the retail channel in driving category growth.

The roll-out of myblu into major European markets has leveraged our expertise in the retail and tobacconist channels. We have rapidly expanded national distribution and established early category leadership in Italy, France and Germany. We are also leading in Spain where we are creating the category. In the UK we have continued to focus on myblu, consistently growing consumer sales and educating retailers on pod-based devices. In Japan, following the success of our unique zero-nicotine proposition in Fukuoka, we recently expanded distribution into a further five regions.

We are building on this momentum to deliver a further growth in NGP revenues in the second half. The increased scale, coupled with our initiatives to streamline costs, will support improving profitability as we exit the year. We have substantial growth ambitions, which are reflected in our management incentives to deliver compound annual growth of 35-150 per cent over the three years from 2017. This equates to a range of NGP revenues in 2020 of between £250 million and £1.5 billion.

Heated Tobacco and Oral Nicotine

We recently added to our growing repertoire of NGP products with our heated tobacco product Pulze which has been launched in a city pilot in Fukuoka, Japan. We have taken our time to understand what smokers want, which has informed the development of a high-quality device combined with our consumable 'iD' sticks, to deliver a more consistent and a uniquely personalised experience.

We have also made good early progress in expanding our presence in the next generation of oral nicotine products, growing sales of all white and tobacco free snus in Scandinavia, Austria and Russia.

We delivered a good underlying tobacco performance, reflecting the benefit of the investment step-up in 2017, with revenue growing in many of our priority markets and growth in tobacco profit margins. Although first half volumes were weaker, much of this was due to the timing of shipments, which are expected to reverse in the second half.

Volume declines were broadly offset by tobacco price/mix, with revenue marginally lower year on year. Around 90 per cent of pricing for the full year is already embedded, underpinning delivery of improved tobacco revenues in the second half, in line with our expectations.

Tobacco and NGP Regulation in the US

Recent FDA statements about potential changes to tobacco and vapour regulations include possible restrictions on menthol and the level of nicotine in cigarettes, changes to the regulation of cigars, an increase to the nationwide minimum age for purchase of tobacco and vapour products as well as other measures to prevent youth access. We are actively participating in the ongoing regulatory engagement, supporting the FDA's evidence-based process, where any proposals need to be underpinned by relevant independent science. The positioning of our tobacco cigarette and cigar portfolios and the focus of our vapour activities leave us well-placed to manage regulatory changes and continue to develop our business.

Exploring Growth Adjacencies

We continue to explore other growth opportunities in adjacent areas where we could leverage our capabilities and technology assets to create value. Last year we invested in Oxford Cannabinoid Technologies (OCT) as a means to build a deeper understanding of the cannabis market. OCT is a biopharmaceutical company that researches, develops and licenses cannabinoid-based compounds and therapies. Consumer attitudes and regulations are evolving quickly and we continue to evaluate growth opportunities in this fast-growing category.

Disciplined Cost and Cash Management

Our commitment to capital discipline underpins our focus on cash generation and the effective management of our working capital. We continue to make good progress with our remaining cost optimisation programme and expect to realise £60m of annualised savings this year. Against a strong comparator period, cash conversion was lower due to the timing of Logista cash flows and investment in contingency stocks to support the UK business through Brexit. Underlying cash generation remains strong and we expect cash conversion of just under 90 per cent for the full year.

Active Capital Allocation

Our divestment programme is on track, with significant progress on a number of value creation opportunities. As part of this programme, we recently announced our intention to sell our Premium Cigar business. Premium Cigar has performed well over recent years with good revenue and profit growth; however, it is a unique luxury business with a different consumer base and route to market relative to our other businesses. Therefore, the sale of the business provides an attractive opportunity to realise shareholder value.

We also note that tobacco valuations have come under some pressure in the last 12 months and, as our priority is to maximise shareholder value, assets will be sold only when they realise appropriate value.

Managing our ESG Responsibilities

Our commitment to sustainability supports the long-term development of the business by ensuring that we maintain a sustainable supply of tobacco, develop a pipeline of next generation products and operate responsibly at all times. These three focus areas define the approach we take to addressing our environmental, social and governance (ESG) responsibilities. Later this month we will be convening an independently facilitated panel of stakeholders, including investors, consumers and non-governmental organisations, to review these responsibilities and help us further shape the way we prioritise and manage ESG issues. A report summarising the findings will be made available on our corporate website and details will also be published in our annual report.

Driving Growth to Create Value

We have made positive progress in the first six months of the year as we continued to focus on building our NGP business and maximising opportunities in tobacco.

Our expectations for full year revenue, earnings and cash generation are unchanged. We expect to deliver constant currency revenue growth at, or above, the upper end of our 1-4% revenue growth range, driven by consistent growth in tobacco and an increase in NGP revenues. Our medium-term guidance for constant currency EPS growth remains in place. In tobacco, our visibility on shipment timings and embedded pricing support a much stronger second half. In NGP, investment behind our blu Adoption Model is driving awareness, trial and repurchase. We are continuing to invest behind brand equity, product initiatives and omnichannel engagement, all of which will support an acceleration in growth during the second half.

Alison Cooper

Chief Executive

OPERATING REVIEW

We have made a positive start to the year with good underlying results in tobacco, complemented by significant progress in NGP. Continued momentum in tobacco and further growth from NGP support full year results in line with expectations.

Asset Brands

Consumer preferences are changing; consumers are using a broader repertoire of nicotine products than ever before. We are shaping category development through leading-edge innovation of our high-quality portfolio, to meet evolving consumer preferences. We have strong positions in cigarettes, fine-cut tobacco, papers and cigars and have also built a portfolio of other nicotine assets in snus, oral nicotine, vapour and most recently in heated tobacco with the launch of Pulze.

We continue to reshape our portfolio prioritising our Growth and Specialist Brands to drive quality growth. Together these brands form our Asset Brands and account for 65.3 per cent of our tobacco net revenue, up 280 basis points on last year.

Our Growth Brands are Davidoff, Gauloises Blondes, JPS, West, Fine, News, Winston, Bastos, Lambert & Butler, Parker & Simpson and now blu. We have reclassified blu as a Growth Brand from a Specialist Brand, reflecting its importance to our growth agenda. These are quality brands with broad consumer appeal that are generating an increasing proportion of our total revenue.

As part of our Market Repeatable Model, we have focused Growth Brand investment in tobacco behind a range of activities, including growth in demand shifts such as crushball and queen size.

Growth Brands outperformed the market in the period, with net revenue growing 6.1 per cent at actual rates and 5.9 per cent at constant currency, mainly driven by significant revenue growth from blu and a strong performance from Davidoff and its new queen size range, Davidoff Reach. Excluding blu, Growth Brand revenue was up slightly, held back by the impact of shipment timings on Gauloises and West in the Middle East.

Specialist Brand net revenues grew strongly, up 13.4 per cent at actual rates and 10.6 per cent at constant currency. These gains were led by Backwoods, Rizla, Skruf and Jadé, offset by some weakness in Golden Virginia.

As part of our brand portfolio and segmental review, we moved Horizon and Knox to Specialist Brands from Portfolio Brands and reclassified Gitanes and Drum as Portfolio Brands. This reflects an ongoing refinement of our brand investment priorities and the equities we believe have the greatest potential for growth.

Asset Brands

Highlights

JPF

(JPS, Parker & Simpson and Fine)

Blue Stream, a low tar range, has been rolled out across the JPS footprint, capitalising on this ongoing consumer demand shift. Performance has been impacted by increased competition in the value segment in some of the brand's biggest markets. Parker & Simpson has benefited from growth in modern formats along with its roll out to more markets, offsetting declines in traditional formats.

West

(West, L&B, News

and Bastos)

Value formats, such as super king size, fine cut tobacco and 'big box', have achieved substantial volume growth, partially offsetting the decline experienced by the traditional range in the Middle East. West is also benefiting from footprint expansion.

Winston

Winston lost share slightly in the period alongside other premium non-menthol brands in the US as the premium segment remains under pressure from the growth in deep discount. Targeted direct marketing and instore trial activities have been increased to address share performance.

Davidoff

The success of Davidoff Reach, a new queen size range, is driving rapid volume, net revenue and share growth. Davidoff Reach is capitalising on this growing demand shift and is now sold in 19 markets. Brand growth is also supported by additional migrations of Portfolio Brands and by the recent launch of a new king size offering, Davidoff Evolve.

Gauloises

Performance has been impacted by shipment timings in the Middle East, which we expect to reverse in the second half. We have increased our focus on Gauloises in Germany.

Backwoods

Backwoods continues to deliver strong growth in both volumes, revenues and profits. Market restrictions on the supply of leaf wrapper has limited our ability to meet even stronger consumer demand for the product.

The roll out of myblu over the past year has driven significant growth in revenues. We continue to invest substantially behind the brand in both equity building campaigns and activations. blu now has market-leading retail positions in many of its markets and is creating the pod category in Japan and many other European markets.

Portfolio Brands

The rest of the portfolio is comprised of Portfolio Brands, some of which are strong local brands that support our volume and revenue development.

Reflecting our continued focus on Asset Brands, Portfolio Brand volumes fell 8.4 per cent, while net revenues fell 5.2 per cent at constant currency. Portfolio Brands now represent only 30.5 per cent of our volumes and 35 per cent of our overall revenue at actual rates.

Market Performances

From the beginning of this financial year, we restructured how we manage our tobacco and NGP footprint geographically in three segments: Europe; Americas and Africa, Asia and Australasia (AAA). Restated prior year comparators can be found in the slide appendices to the 2018 Preliminary Results presentation, available on our website.

Europe

Half Year Result

Change

2019

2018

Actual

Constant Currency

Tobacco volume

SE

64.6

67.8

-4.7%

NGP net revenue

£m

73

3

>100%

>100%

Tobacco & NGP net revenue

£m

1,680

1,616

+4.0%

+4.5%

Adjusted operating profit

£m

771

740

+4.2%

+3.9%

Asset Brand % of net revenue

%

74.3%

71.1%

+320 bps

+320 bps

2018 revenue restated following adoption of IFRS 15.

Overall volumes decreased by 4.7 per cent, reflecting tobacco market trends in Western Europe and volume pressure in the Ukraine. Ukraine volumes impacted the region by c.140bps, although this had a limited impact on profitability.

Since we significantly stepped up investment in FY17 behind our Market Repeatable Model, we have achieved improved share trajectories in many of our European markets. We continue to balance financial returns with optimising our share positions across our priority markets over time, ensuring that we continue to deliver quality growth in the right markets and with the right brands.

Net revenue was up 4.5 per cent at constant currency benefiting from strong growth in NGP, which grew revenues to £73 million (HY18: £3 million). We have continued to build national distribution for myblu in the UK, Germany, France, Spain and Italy whilst also growing the category. We successfully leveraged our existing tobacco distribution to achieve market-leading positions for myblu in the retail channel in the majority of these markets, whilst also continuing to focus on targeted expansion online and in vape stores. The tobacco business also achieved strong pricing, particularly in Germany, the UK and Italy, which supported overall revenues.

Our focus on Asset Brands, supported by our Market Repeatable Model, has driven high quality revenue with 74.3 per cent now coming from Asset Brands in the region, an increase of 320 bps.

Adjusted operating profit was up 3.9 per cent at constant currency with pricing in tobacco partially offset by the additional investment to support market launches of myblu in Europe.

Priority MarketsTobacco Share

Performance

UK

41.6% (-40bps)

Positive price/mix supported net revenue growth. Players, Gold Leaf and Riverstone all grew share. Overall tobacco share was down following our price increases. myblu continued to achieve good growth following its launch last year, supported by growing distribution in key accounts. H2 will benefit from a carryover of the price increases and further blu growth.

Germany

21.7% (-50bps)

To address the share declines, we are reshaping our portfolio to strengthen our position in both cigarette and fine cut tobacco including migrating some portfolio brands. myblu was launched nationally in October and has already achieved a market leading share in retail. Further growth in blu and other brand activations such as Davidoff Evolve will support H2 results.

Spain

28.8% (-40bps)

Fine cut tobacco share has grown since the successful launch of Horizon in the natural segment and blonde cigarette share trajectory continues to improve with investment in Fortuna and West. myblu was launched nationally in January, building strong distribution and a market leading position.

France

18.5% (-250bps)

Following significant excise increases, we continue to prioritise financial returns and quality share. As a result, overall share declined despite fine cut tobacco gains led by JPS and News performance.myblu delivered consecutive month-on-month growth, becoming the leading closed system in retail.

Italy

5.3% (+60bps)

Our market share continues to grow, driven by our investment behind JPS, and recently supported by new Davidoff and West launches. myblu has gained a market leading position in the tobacconist channel following its launch last year.

Other Markets

Performance

Greece

Share reached a new high supported by continued strong results from Davidoff, led by successful investments in distribution and visibility.

Sweden and Norway

We have delivered share growth in Sweden and Norway, led by growth in Skruf Super white, which was launched last year.

Benelux

We have grown share in the Netherlands, driven by fine cut tobacco and a strong performance from JPS and News.

Ukraine

The market continues to experience aggressive price discounting and a rise in illicit trade impacting share performance. Davidoff performed well with the successful launch of Davidoff Reach.

Poland

Market share is under pressure due to price aggression in the market, most notably affecting the performance of Parker & Simpson and West.

We have grown cigarette share over the past six months, which is the first time since our US acquisition. It has been supported by our focused portfolio strategy and share growth in Kool, Maverick and Sonoma. This share growth has underpinned a very strong start to the year for our US business across its key metrics. On a 12-month MAT basis, share was stable at 8.7 per cent.

Reported volumes were affected by the timing of our price increase in the USA, which was almost a month earlier than last year. This affected the timing of shipments relative to last year, which resulted in first half volumes declining 7.6 per cent, weaker than the industry volume declines of 4.9 per cent. Excluding the impact of shipment timings, our volumes declined in line with the industry at 4.9%. Second half volumes and revenue will benefit from the earlier price increase.

We delivered a strong revenue performance, with a 4.0 per cent increase in net revenue at constant currency. This reflects strong pricing, a mix benefit from the continued growth of our mass market cigar business led by Backwoods and the positive contribution from blu.

Our investments in blu have delivered revenue growth of 56.4 per cent to £61m at actual rates (HY18: £39m) despite a slowing in the overall category growth because of uncertainty with retailers and wholesalers following statements by the US Food and Drug Administration. We have invested in brand equity, distribution and trial to drive consumer adoption and repeat purchase in both the USA and Canada.

Last year's adjusted operating profit benefited from a £40 million profit on the sale of our other tobacco product assets and as a result, adjusted operating profit fell in the period by 7.5 per cent at constant currency. Excluding the gains from the sale, underlying adjusted operating profit would have increased by 1.6 per cent at constant currency despite the significant step-up in NGP investment.

The percentage of net revenue generated by Asset Brands increased to 54.5 per cent, with the growth of blu and Backwoods mainly driving the increase.

Africa, Asia and Australasia

Half Year Result

Change

2019

2018

Actual

Constant Currency

Tobacco volume

SE

40.6

45.0

-9.9%

NGP net revenue

£m

14

0

>100%

>100%

Tobacco & NGP net revenue

£m

862

888

-2.9%

-2.9%

Adjusted operating profit

£m

328

351

-6.6%

-6.6%

Asset Brand % of net revenue

%

61.6

61.1

+50 bps

+100 bps

2018 revenue restated following adoption of IFRS 15.

Market share has grown in Australia, Japan and Russia although volumes were down 9.9% in the region, with volume pressures in the Middle East caused by the timing of excise increases and other regulations impacting the phasing of shipments versus last year. We expect much of this to reverse in the second half of the year. Temporary distributor disruption in Vietnam also resulted in volume declines, which we expect to improve in the second half.

Net revenue was down 2.9 per cent at constant currency, primarily driven by the volume performance and adverse price/mix in the Middle East. Revenue was supported by a strong performance in Australia, Africa and Taiwan and by growth in NGP where we have launched myblu in Japan and Russia.

Asset Brands are now generating 61.6 per cent of tobacco net revenue, increasing 50 basis points as temporary volume reductions in the Middle East are all in Asset brands.

Adjusted operating profit was down 6.6 per cent at constant currency, as a result of the volume and price/mix pressures arising in the Middle East.

Priority MarketsTobacco Share

Performance

Australia

32.4% (+10bps)

Share grew due to the successful launch of Parker & Simpson. Net revenue growth was supported by the carry-over of pricing from the prior year, which will also benefit H2.

Japan

1.1% (+20bps)

Our market share grew with the continued success of West. We expanded the roll-out of nicotine-free variants of myblu, achieving strong growth and supporting increased sales in the second half of the year. A city pilot of Pulze was launched in Fukuoka in May.

Russia

7.8% (+40bps)

We grew market share with a focus on key account activation and further success with Parker & Simpson and Maxim, but, financial results have been impacted by competitor discounting. The launch of new Davidoff variants Reach and Evolve will support further share growth in the second half. myblu was launched in several cities with a full national roll-out planned in the second half.

Saudi Arabia

11.4% (-490bps)

Market share performance has been impacted by the slower sell out of West, which is being addressed through the introduction of West fresh seal. Volumes were impacted by shipment timings, which we expect to reverse in the second half. The launch of Davidoff Evolve in April and improved West performance will also support a stronger second half.

Other Markets

Performance

Algeria

Gauloises remains the number one brand in the market, although volumes and overall share have been impacted by difficult political conditions and disruptions in the route to market.

Morocco

Gauloises has performed well with increased volumes and share, although pressure in local brands has resulted in lower overall market share. A national trade promotion has boosted performance benefiting Marquise and Gauloises and delivering overall revenue growth.

Taiwan

Volumes have been affected by the increase in illicit trade and last year's inventory phasing ahead of the introduction of pictorial health warnings which have affected overall share.

Financial Review

Momentum continues behind the delivery of our strategy, with strong capital discipline ensuring we have resources to invest in tobacco and deliver significant growth in NGP, whilst generating returns for shareholders and reducing our debt levels.

Adjusted earnings per share of 115.6p up 1.1% at actual rates and down 1.3% at constant currency

· Lower interest charge benefited EPS by 1.8p with change in the mix of debt with more favourable rates

· Last year's reduction in our stake in Logista impacted EPS by 0.7p

· Reported EPS of 71.2p, up 38% due to higher reported operating profit and gains in the fair value of derivatives

EPS BRIDGE: -1.3% (CC); +1.1% (Reported)

HY18 adjusted EPS

114.3p

Operating profit

-3.1p

Interest & Tax

+1.8p

Minorities & JV

-0.2p

HY19 constant currency EPS

112.8p

-1.3%

Translation FX

+2.8p

HY19 adjusted EPS

115.6p

+1.1%

Group Results - Constant Currency Analysis

£ million

(unless otherwise indicated)

Six months
ended 31
March 2018

Foreign
exchange

Constant
currency movement

Six months
ended 31
March 2019

Change

Constant
currency
change

Tobacco & NGP Net Revenue

Europe

1,616

(9)

73

1,680

+4.0%

+4.5%

Americas

1,019

54

41

1,114

+9.3%

+4.0%

Africa, Asia and Australasia

888

-

(26)

862

-2.9%

-2.9%

Total Group

3,523

45

88

3,656

+3.8%

+2.5%

Tobacco & NGP Adjusted Operating Profit

Europe

740

2

29

771

+4.2%

+3.9%

Americas

442

30

(33)

439

-0.7%

-7.5%

Africa, Asia and Australasia

351

-

(23)

328

-6.6%

-6.6%

Total Group

1,533

32

(27)

1,538

+0.3%

-1.8%

Distribution

Distribution fees

483

(3)

19

499

+3.3%

+3.9%

Adjusted operating profit

99

-

3

102

+3.0%

+3.0%

Group Adjusted Results

Adjusted operating profit

1,624

33

(37)

1,620

-0.2%

-2.3%

Adjusted net finance costs

(244)

(1)

25

(220)

-9.8%

-10.2%

Adjusted EPS (pence)

114.3

2.8

(1.5)

115.6

+1.1%

-1.3%

2018 revenue restated following adoption of IFRS 15.

When managing the performance of our business we focus on non-GAAP measures, which we refer to as adjusted measures. We believe they provide an important comparison of performance from one period to the next. These adjusted measures are supplementary to, and should not be regarded as a substitute for, GAAP measures, which we refer to as reported measures. The basis of our adjusted measures is explained in our accounting policies accompanying our financial statements, and reconciliations between reported and adjusted measures are included in the appropriate notes to our financial statements. Percentage growth figures for adjusted results are given on a constant currency basis, where the effects of exchange rate movements on the translation of the results of our overseas operations are removed.

Group Earnings Performance

£ million unless otherwise indicated

Adjusted

Reported

HY 2019

HY 2018

HY 2019

HY 2018

Operating profit

Tobacco & NGP

1,538

1,533

1,110

786

Distribution

102

99

60

55

Eliminations

(20)

(8)

(20)

(8)

Group operating profit

1,620

1,624

1,150

833

Net finance costs

(220)

(244)

(156)

(252)

Share of profit of investments accounted for using the equity method

24

19

24

19

Profit before tax

1,424

1,399

1,018

600

Tax

(278)

(274)

(310)

(79)

Minority interests

(44)

(39)

(29)

(30)

Earnings

1,102

1,086

679

491

Earnings per ordinary share (pence)

115.6

114.3

71.2

51.7

Reconciliation of Adjusted Performance Measures

£ million unless otherwise indicated

Operating profit

Net finance costs

Earnings per share (pence)

HY 2019

HY 2018

HY 2019

HY 2018

HY 2019

HY 2018

Reported

1,150

833

(156)

(252)

71.2

51.7

Amortisation of acquired intangibles

297

526

-

-

31.8

42.8

Administration of UK distributor

-

160

-

-

-

13.7

Fair value adjustment to contingent consideration

119

-

-

-

12.5

-

Fair value and exchange movements on derivative financial instruments

-

-

(67)

1

(6.9)

(1.2)

Post-employment benefits net financing costs

-

-

3

7

0.1

0.4

Restructuring costs

54

105

-

-

4.4

7.9

Tax on unrecognised losses

-

-

-

-

4.1

2.5

Deferred tax impact of US tax reforms

-

-

-

-

-

(2.6)

Items above attributable to non-controlling interests

-

-

-

-

(1.6)

(0.9)

Adjusted

1,620

1,624

(220)

(244)

115.6

114.3

Financial Results

Total net revenue grew by 2.5 per cent on a constant currency basis. Strong tobacco price/mix benefited from the carryover of price increases last year as well as increases in higher value markets of the UK, US and Australia in the first half. Net revenue was impacted by shipment timings, particularly in the Middle East and USA, which will unwind to benefit the second half.

Year on year revenue growth in NGP across all divisions, was supported by the increased first half gross investment of £94m (or £65m net investment, after the benefit of the additional margin contribution). This investment will underpin growth in the second half with continued expansion in Europe and Japan and further growth in the US.

Tobacco & NGP adjusted operating profit fell 1.8 per cent on a constant currency basis as a result of the first half investment in NGP and last year's profit on disposal of our US Other Tobacco Products business (£40m). As previously guided, we expect other gains recognised in adjusted operating profit to total £50-100m for the full year.

Distribution operating profit generated by Logista grew by 3.0 per cent on a constant currency basis, driven by the growth of its convenience and transport businesses, as well as good tobacco performances in Spain and Italy.

Adjusted earnings per share of 115.6 pence was also impacted by the FY18 part divestment in Logista (9.99%). The impact on increased minority interest outflows was partly offset by interest savings from the lower cost of debt.

After tax at an effective adjusted tax rate of 19.5 per cent (2018: 19.5%), adjusted earnings per share declined by 1.3 per cent to 115.6 pence. The effective reported tax rate is 30.5 per cent (2018: 13.2%), principally due to a reduction in deferred tax from the lower amortisation of acquired intangibles and the inclusion in 2018 of a one-off benefit for the deferred tax effect of US tax reforms.

The tax rate remains sensitive to the geographic mix of profits, reflecting a combination of higher rates in certain markets, such as Germany and lower rates in other markets, such as the UK. The rate is also sensitive to future legislation changes affecting international businesses.

The performance of myblu has demonstrated the potential for significant additional growth. As a result, we have increased the contingent consideration liability relating to our 2017 acquisition of the e-vapour business, Von Erl Gmbh by £119m to £131m (2018: £12m). This revision impacts reported operating profit by £119m and reported earnings per share by 12.5 pence.

Reported earnings per share were 71.2 pence (2018: 51.7 pence) reflecting non-cash amortisation of £297m (2018: £526m), Von Erl contingent consideration of £119m (2018: £0m) and restructuring costs of £54m (2018: £105m), as well as the effects of movements in fair value on finance costs mentioned above. The difference between reported (71.2 pence) and adjusted earnings per share (115.6 pence) is materially due to the same items.

The weakening of sterling versus the US dollar positively impacted reported and adjusted measures, partly offset by the strengthening of sterling against the euro. On a constant currency basis, adjusted earnings per share fell 1.3 per cent impacted by the first half investment in NGP and last year's divestment of our US Other Tobacco Products business. The restructuring charge for the period of £54m (2018: £105m) relates mainly to our remaining cost optimisation programme announced in 2016.

Cost Optimisation and Capital Discipline

Our remaining cost optimisation programme, announced in September 2016, continues to make good progress and we expect to realise a further £60m of annualised savings this year. This year's savings are below our original expectation of £80m as we have re-phased various initiatives to the following year. The programme remains on track to achieve £300m of cost savings compared to 2016, by September 2020, with a cash cost of around £750m.

Against a strong comparator period which benefited from the timing of duty payments, cash conversion over the last 12 months was lower at 65.6 per cent (2018: 110.8%). Working capital increased by £1.2bn impacted by the timing of Logista cash flows and other duty payments as well as movements related to the implementation of track and trace in Europe. Excluding these timing differences, underlying cash generation remains strong and we expect cash conversion of just under 90 per cent for the full year.

Over a 12-month period, our adjusted net debt has increased by £0.3bn to £13.0bn, reflecting the temporary increase in working capital. Excluding the impact of foreign exchange, adjusted net debt increased by £0.2bn. Reported net debt has increased by £0.4bn to £13.4bn.

All our capital allocation decisions are subject to relevant commercial analysis and hurdle rates to ensure they deliver appropriate levels of return. Potential acquisitions and divestments are judged on strict financial and commercial criteria, including the ability to enhance the Group's return on invested capital (ROIC).

Dividends

We have declared an interim dividend of 62.56 pence per share, an increase of 10 per cent. This dividend will be paid in two payments of 31.28 pence per share on 28 June 2019 and 30 September 2019, with an ex-dividend date of 23 May and 22 August respectively.

The third interim and final dividends will be announced with our full year results in November 2019 and paid in December 2019 and March 2020 respectively, subject to AGM approval. We expect to deliver another year of 10 per cent dividend growth.

Liquidity and Going Concern

The Group's policy is to ensure that we always have sufficient capital markets funding and committed bank facilities in place to meet foreseeable peak borrowing requirements.

In reviewing the Group's committed funding and liquidity positions, the Board considered various sensitivity analyses when assessing the forecast funding and headroom requirements of the Group in the context of the maturity profile of the Group's facilities. The Group plans its financing in a structured and proactive manner and remains confident that sources of financing will be available when required.

Based on its review, and having assessed the principal risks facing the Group, the Board is of the opinion that the Group as a whole and Imperial Brands PLC have adequate resources to meet operational needs for a period of at least 12 months from the date of this report and conclude that it is appropriate to prepare the financial statements on a going concern basis.

Principal Risks and Uncertainties

The principal risks and uncertainties to which the Group is exposed and our approach to managing those risks are unchanged from those identified on pages 24 to 29 of our 2018 Annual Report and Accounts and cover the following areas:

§ realising NGP opportunities;

§ reduction in the size of the legitimate tobacco market;

§ optimising market share;

§ cost optimisation;

§ compliance with legal and regulatory requirements; and

§ maintaining capital discipline and strong cash generation.

The Group's Risk Management approach enables ongoing identification and assessment of risks and development and ongoing assessment of related mitigations. For example, uncertain tax positions (e.g. the Russian tax audit and EU Commission State Aid investigation into the UK CFC regime) as disclosed in Note 6 are regularly reviewed as the resolution and developments on these matters are uncertain as to both timing and quantum. We also continue to consider risks relating to the wider potential impacts arising from the result of the United Kingdom European Union membership referendum and any associated regulatory, political, tax or foreign exchange risks.We have also assessed the risk of cyber security which is an ever-growing risk for all businesses. In this context, it is the Board's view that the principal risks and uncertainties surrounding the Group in the second half of the financial year remain those set out in the 2018 Annual Report and Accounts.

Statement of Directors' Responsibilities

The Directors confirm that this condensed consolidated interim financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely: an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and material related party transactions in the first six months of the current financial year and any material changes in the related-party transactions described in the last annual report.

A list of current directors is maintained on the Imperial Brands PLC website: www.imperialbrandsplc.com.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

By order of the Board

Oliver Tant

Chief Financial Officer

SUMMARY OF KEY FOOTPRINT FINANCIALS & METRICS

Half Year Result

Change

FOOTPRINT

2019

2018

Actual

Constant

Currency

Volume

Europe

bn SE

64.6

67.8

-4.7%

Americas

bn SE

10.0

10.8

-7.6%

Africa, Asia and Australasia

bn SE

40.6

45.0

-9.9%

Total Group

bn SE

115.2

123.6

-6.9%

NGP Net Revenue

Europe

£m

73

3

>100%

>100%

Americas

£m

61

39

+56.4%

+48.7%

Africa, Asia and Australasia

£m

14

-

>100%

>100%

Total Group

£m

148

42

+252.4%

+245.2%

Tobacco Net Revenue

Europe

£m

1,607

1,613

-0.4%

+0.2%

Americas

£m

1,053

980

+7.4%

+2.2%

Africa, Asia and Australasia

£m

848

888

-4.5%

-4.5%

Total Group

£m

3,508

3,481

+0.8%

-0.4%

Tobacco Net Revenue per '000 SE

Europe

£

24.88

23.80

+4.6%

+5.2%

Americas

£

105.06

90.37

+16.3%

+10.6%

Africa, Asia and Australasia

£

20.91

19.73

+6.0%

+6.0%

Total Group

£

30.46

28.16

+8.2%

+6.9%

Tobacco Price/Mix

Europe

%

+4.3%

+4.9%

Americas

%

+15.0%

+9.8%

Africa, Asia and Australasia

%

+5.4%

+5.4%

Total Group

%

+7.7%

+6.5%

Adjusted Tobacco & NGP Operating Profit

Europe

£m

771

740

+4.2%

+3.9%

Americas

£m

439

442

-0.7%

-7.5%

Africa, Asia and Australasia

£m

328

351

-6.6%

-6.6%

Total Group

£m

1,538

1,533

+0.3%

-1.8%

Distribution

Distribution Fees

£m

499

483

+3.3%

+3.9%

Operating Profit

£m

102

99

+3.0%

+3.0%

Operating Margin

%

20.4

20.5

-10 bps

SUMMARY OF KEY PORTFOLIO FINANCIALS & METRICS

Half Year Result

Change

PORTFOLIO

2019

2018

Actual

Constant

Currency

Asset Brand Net Revenue

Europe

£m

1,248

1,149

+8.6%

+9.2%

Americas

£m

607

521

+16.6%

+11.0%

Africa, Asia and Australasia

£m

531

543

-2.2%

-1.4%

Total Group

£m

2,386

2,213

+7.8%

+7.0%

Asset Brands as % of Net Revenue

Europe

%

74.3

71.1

+320 bps

Americas

%

54.5

51.1

+340 bps

Africa, Asia and Australasia

%

61.6

61.1

+50 bps

Total Group

%

65.3

62.8

+250 bps

Portfolio Brands Net Revenue

Total Group

£m

1,270

1,310

-3.1%

-5.2%

% of Total Net Revenue

%

34.7

37.2

-250 bps

Independent review report to Imperial Brands PLC

Report on the Condensed Consolidated Interim Financial Statements

Our conclusion

We have reviewed Imperial Brands PLC's Condensed Consolidated Interim Financial Statements (the "interim financial statements") in the Interim Results of Imperial Brands PLC for the 6 month period ended 31 March 2019. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

What we have reviewed

The interim financial statements comprise:

§ the Consolidated Balance Sheet as at 31 March 2019;

§ the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the period then ended;

§ the Consolidated Cashflow Statement for the period then ended;

§ the Consolidated Statement of Changes in Equity for the period then ended; and

§ the explanatory notes to the interim financial statements.

The interim financial statements included in the Interim Results have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors

The Interim Results, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Results in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Our responsibility is to express a conclusion on the interim financial statements in the Interim Results based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What a review of interim financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the Interim Results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

PricewaterhouseCoopers LLP

Chartered Accountants

Bristol

8th May 2019

a) The maintenance and integrity of the Imperial Brands PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the interim financial statements since they were initially presented on the website.

b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

The figures and financial information for the six months ended 31 March 2019 do not constitute the statutory financial statements for that year. Those financial statements have not yet been delivered to the Registrar, nor have the Auditors yet reported on them. The financial statements have been prepared in accordance with our accounting policies published in our financial statements available on our website www.imperialbrandsplc.com.

CONSOLIDATED INCOME STATEMENT

Unaudited

Unaudited

Audited

£ million unless otherwise indicated

Notes

6 months ended 31 March 2019

Restated

6 months ended 31 March 2018

Restated

Year ended 30

September 2018

Revenue

3

14,390

14,060

30,066

Duty and similar items

(6,961)

(6,928)

(14,700)

Other cost of sales

(4,613)

(4,399)

(9,356)

Cost of sales

(11,574)

(11,327)

(24,056)

Gross profit

2,816

2,733

6,010

Distribution, advertising and selling costs

(1,092)

(981)

(2,001)

Amortisation of acquired intangibles

9

(297)

(526)

(1,053)

Administration of UK distributor

-

(160)

(110)

Fair value adjustment to contingent consideration

10

(119)

-

-

Restructuring costs

4

(54)

(105)

(196)

Other expenses

(104)

(128)

(243)

Administrative and other expenses

(574)

(919)

(1,602)

Operating profit

3

1,150

833

2,407

Investment income

490

493

631

Finance costs

(646)

(745)

(1,257)

Net finance costs

5

(156)

(252)

(626)

Share of profit of investments accounted for using the equity method

24

19

42

Profit before tax

1,018

600

1,823

Tax

6

(310)

(79)

(396)

Profit for the period

708

521

1,427

Attributable to:

Owners of the parent

679

491

1,368

Non-controlling interests

29

30

59

Earnings per ordinary share (pence)

- Basic

8

71.2

51.7

143.6

- Diluted

8

71.0

51.6

143.2

See Note 1 Accounting Policies for details of the restatement in respect of the period ending 31 March 2018 and year ending 30 September 2018.

On 28 November 2017 Palmer & Harvey (P&H) announced that they had entered administration. As a result of P&H entering administration, a provision was made of £160 million in the period ending 31 March 2018 in respect of monies considered irrecoverable. This was revised to £110 million at 30 September 2018 following receipt of monies in respect of a loan issued to P&H. There was no significant disruption to UK operations as well-prepared contingency plans ensured the on-going supply to retail customers was unaffected.

RECONCILIATION FROM NET FINANCE COSTS TO ADJUSTED NET FINANCE COSTS

Unaudited

Unaudited

Audited

£ million

Notes

6 months ended 31 March 2019

6 months ended 31 March 2018

Year ended 30

September 2018

Net finance costs

(156)

(252)

(626)

Net fair value and exchange (gains)/losses on financial instruments

5

(67)

1

126

Post-employment benefits net financing cost

5

3

7

13

Adjusted net finance costs

5

(220)

(244)

(487)

CONSOLIDATED BALANCE SHEET

Unaudited

Unaudited

Audited

£ million

Notes

31 March 2019

31 March 2018

30 September 2018

Non-current assets

Intangible assets

9

18,428

18,876

19,117

Property, plant and equipment

1,871

1,851

1,891

Investments accounted for using the equity method

850

760

845

Retirement benefit assets

566

550

598

Trade and other receivables

73

114

82

Derivative financial instruments

12

473

497

462

Deferred tax assets

527

527

600

22,788

23,175

23,595

Current assets

Inventories

4,071

3,486

3,692

Trade and other receivables

2,949

2,834

2,585

Current tax assets

158

80

164

Cash and cash equivalents

11

539

658

775

Derivative financial instruments

12

57

42

37

7,774

7,100

7,253

Total assets

30,562

30,275

30,848

Current liabilities

Borrowings

11

(3,307)

(3,388)

(2,397)

Derivative financial instruments

12

(82)

(34)

(105)

Trade and other payables

(7,634)

(8,086)

(8,270)

Current tax liabilities

(269)

(162)

(286)

Provisions

4

(141)

(187)

(179)

(11,433)

(11,857)

(11,237)

Non-current liabilities

Borrowings

11

(10,039)

(9,718)

(9,598)

Derivative financial instruments

12

(1,022)

(1,065)

(1,073)

Trade and other payables

(121)

(45)

(47)

Deferred tax liabilities

(1,104)

(881)

(1,113)

Retirement benefit liabilities

(1,066)

(1,079)

(1,061)

Provisions

4

(251)

(271)

(274)

(13,603)

(13,059)

(13,166)

Total liabilities

(25,036)

(24,916)

(24,403)

Net assets

5,526

5,359

6,445

Equity

Share capital

103

103

103

Share premium and capital redemption

5,837

5,837

5,837

Retained earnings

(1,804)

(1,666)

(1,150)

Exchange translation reserve

780

563

980

Equity attributable to owners of the parent

4,916

4,837

5,770

Non-controlling interests

610

522

675

Total equity

5,526

5,359

6,445

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Unaudited

£ million

Share

capital

Share

premium

and capital

redemption

Retained

earnings

Exchange

translation

reserve

Equity

attributable

to owners

of the parent

Non-

controlling

interests

Total

equity

At 30 September 2018

103

5,837

(1,150)

980

5,770

675

6,445

IFRS 9 Transition

-

-

(5)

-

(5)

-

(5)

At 1 October 2018

103

5,837

(1,155)

980

5,765

675

6,440

Profit for the period

-

-

679

-

679

29

708

Other comprehensive expense

-

-

(107)

(200)

(307)

(23)

(330)

Total comprehensive income/(expense)

-

-

572

(200)

372

6

378

Transactions with owners

Costs of employees' services compensated by share schemes

-

-

14

-

14

-

14

Changes in non-controlling interests

-

-

13

-

13

(13)

-

Dividends paid

-

-

(1,248)

-

(1,248)

(58)

(1,306)

At 31 March 2019

103

5,837

(1,804)

780

4,916

610

5,526

At 1 October 2017

103

5,837

(1,084)

828

5,684

542

6,226

Profit for the period

-

-

491

-

491

30

521

Other comprehensive income/(expense)

-

-

89

(265)

(176)

(6)

(182)

Total comprehensive income/(expense)

-

-

580

(265)

315

24

339

Transactions with owners

Cash from employees on maturity/exercise of share schemes

-

-

1

-

1

-

1

Costs of employees' services compensated by share schemes

-

-

12

-

12

-

12

Cancellation of share capital

-

-

(41)

-

(41)

-

(41)

Dividends paid

-

-

(1,134)

-

(1,134)

(44)

(1,178)

At 31 March 2018

103

5,837

(1,666)

563

4,837

522

5,359

CONSOLIDATED CASHFLOW STATEMENT

Unaudited

Unaudited

Audited

£ million

6 months ended 31 March 2019

6 months ended 31 March 2018

Year ended 30

September 2018

Cash flows from operating activities

Operating profit

1,150

833

2,407

Dividends received from investments accounted for under the equity method

27

12

25

Depreciation, amortisation and impairment

413

617

1,266

Profit on disposal of non-current assets

(16)

(41)

(76)

Post-employment benefits

(86)

(72)

(60)

Costs of employees' services compensated by share schemes

14

12

26

Provision in respect of loan to third parties

-

-

4

Fair value adjustment to contingent consideration

119

-

-

Movement in provisions

(56)

(64)

(87)

Operating cash flows before movement in working capital

1,565

1,297

3,505

(Increase)/decrease in inventories

(478)

34

(112)

Increase in trade and other receivables

(439)

(331)

(35)

(Decrease)/increase in trade and other payables

(452)

97

136

Movement in working capital

(1,369)

(200)

(11)

Tax paid

(248)

(260)

(407)

Net cash flows (used in)/generated from operating activities

(52)

837

3,087

Cash flows from investing activities

Interest received

5

6

10

Loan to joint ventures

4

-

-

Loan to third parties

-

-

28

Proceeds from the sale of non-current assets

45

59

134

Purchase of non-current assets

(190)

(149)

(327)

Purchases of businesses - net of cash acquired

-

(4)

(8)

Purchase of brands and operations

-

(64)

(67)

Net cash used in investing activities

(136)

(152)

(230)

Cash flows from financing activities

Interest paid

(309)

(305)

(501)

Cash from employees on maturity/exercise of share schemes

-

1

2

Increase in borrowings

2,539

2,019

1,619

Repayment of borrowings

(912)

(1,119)

(2,261)

Cash flows relating to derivative financial instruments

(19)

30

41

Repurchase of shares

-

(41)

(41)

Proceeds from sale of shares in a subsidiary to non-controlling interests (net of fees)

-

-

234

Dividends paid to non-controlling interests

(58)

(44)

(71)

Dividends paid to owners of the parent

(1,248)

(1,134)

(1,676)

Net cash used in financing activities

(7)

(593)

(2,654)

Net (decrease)/increase in cash and cash equivalents

(195)

92

203

Cash and cash equivalents at the start of period

775

624

624

Effect of foreign exchange rates on cash and cash equivalents

(41)

(58)

(52)

Cash and cash equivalents at the end of period

539

658

775

NOTES TO THE FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

BASIS OF PREPARATION

The financial information comprises the unaudited results for the six months ended 31 March 2019 and 31 March 2018, together with the audited results for the year ended 30 September 2018.

The information shown for the year ended 30 September 2018 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006, and is an abridged version of the Group's published financial statements for that year. The Auditors' Report on those statements was unqualified and did not contain any statements under section 498 of the Companies Act 2006. The financial statements for the year ended 30 September 2018 were approved by the Board of Directors on 6 November 2018 and filed with the Registrar of Companies.

This condensed set of financial statements for the six months ended 31 March 2019 has been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and with IAS 34 Interim Financial Reporting as adopted by the European Union. The condensed set of financial statements for the six months ended 31 March 2019 should be read in conjunction with the annual financial statements for the year ended 30 September 2018 which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

The Group's principal accounting policies used in preparing this information are as stated in the financial statements for the year ended 30 September 2018, which are available on our website www.imperialbrandsplc.com.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS

The Group has adopted IFRS 9 'Financial Instruments' and IFRS 15 'Revenue from Contracts with Customers' with effect from 1 October 2018. The detail of adoption is provided below. There have been no other new standards or amendments which became effective for the current reporting period that have had a material effect on the Group.

On 1 October 2018 the Group adopted IFRS 9 'Financial Instruments', with no revision of prior periods as permitted by the standard. IFRS 9 has replaced IAS 39 'Financial Instruments: Recognition and Measurement' and includes revised guidance on:

· Classification and measurement: Financial assets are now classified as either being accounted for as amortised cost, fair value through other comprehensive income, or fair value through profit or loss. There are no changes to the classification or accounting for financial liabilities. Other than trade receivables and derivative financial instruments, the Group does not currently hold any significant financial assets.

The group has revised the classification of certain trade receivables which are subject to a non-recourse factoring arrangement. This arrangement covers various markets and customer accounts. Prior to the adoption of IFRS 9 all trade receivables were recognised at amortised cost. Where trade receivables may be sold in the future under a factoring arrangement that involves realising cash flows through the sale of assets in order to manage customer credit risk, they are now classified as fair value through other comprehensive income (OCI). Under this classification, valuation changes are recognised in the OCI. The level of trade receivables that were sold to a financial institution under a non-recourse factoring arrangement totalled £724 million at 1 October 2018 and £575 million at 31 March 2019. The total value of trade receivables reclassified as fair value through OCI was £37 million at 1 October 2018 and £95 million at 31 March 2019. On adoption of the standard there was no valuation difference and therefore the OCI has not been impacted. Trade receivables managed under a hold to collect business model continue to be measured at amortised cost.

· Impairment of financial assets: Impairment provisions are calculated using a forward looking expected credit loss approach for financial assets, rather than the incurred loss approach applicable under IAS 39. The expected credit loss model requires the recognition of a provision which reflects future impairment risk. Provision levels are calculated on the residual credit risk after consideration of any credit protection which is used by the Group.

Under the revised Trade Receivables provisioning policy, expected future credit loss provisions are now recognised in addition to doubtful debt provisions on receivables which have already become overdue. With the exception of the Palmer and Harvey debt write-off in 2018, the Group has historically experienced low levels of credit default. On adoption of the standard the Group has recognised an additional expected credit loss provision of £5 million, with the costs being recognised directly in equity within the retained earnings reserve at 1 October 2018.

· Hedge Accounting: IFRS 9 aligns the accounting approach with an entity's risk management strategies and risk management objectives. The Group has adopted the hedge accounting aspects of IFRS 9 prospectively from 1 October 2018. The Group continues to apply net investment hedging as part of its risk management approach. All hedging relationships that existed at 30 September 2018 continue to apply under IFRS 9. The adoption of this area of IFRS 9 has not had any significant impact on the financial statements.

On 1 October 2018 the Group adopted IFRS 15 'Revenue from Contracts with Customers', the Group has restated prior periods as permitted by the standard. IFRS 15 has introduced an amended framework for revenue recognition and has replaced the prior guidance in IAS 18 'Revenue'. The standard provides revised guidance on revenue accounting, matching income recognition to the delivery of performance obligations in contractual arrangements for the provision of goods or services. It also provides different guidance on the measurement of revenue contracts involving discounts, rebates and payments to customers.

Following the adoption of the standard, revenue continues to be recognised in line with the completion of performance obligations constituting the delivery of goods or services to customers. The performance obligation is met when the customer has accepted products and the collectability of the related receivables is reasonably assured. We have reclassified certain distribution, advertising and selling costs arising from payments to customers, from overheads / other costs of sales to discounts from revenue. These costs are judged as not distinct from the related sales to the customer. This has reduced revenue, but has had no net impact on gross profit. The Group has taken the option to restate the comparative figures on adoption of the standard. This has reduced the level of revenue recorded in the 6 month period ended 31 March 2018 by £218 million and for the year ended 30 September 2018 by £458 million.

Following a review of the presentation of duties, levies and similar payments against the guidance given by IFRS 15, levy payments made in the United States under the Master Settlement Agreement (MSA) are now being recognised in other cost of sales. This has increased the level of net revenue recorded in the 6 month period ended 31 March 2018 by £210 million and the year ended 30 September 2018 by £425 million. The adoption of the standard has not had any other impact on the Group's results.

Following the adoption of IFRS 9, the Group's accounting policies for financial instruments and hedging remain the same as disclosed in the 30 September 2018 annual report and accounts, except for changes to the classification and measurement of certain non-derivative financial assets and the calculation of expected credit losses, as detailed below.

At 30 September 2018 all non-derivative financial assets were classified as loans and receivables. Receivables were all initially recognised at fair value and subsequently stated at amortised cost using the effective interest method. From 1 October 2018, receivables held under a hold to collect business model continue to be stated at amortised cost. Receivables held under a hold to sell business model, which are expected to be sold via a non-recourse factoring arrangement are now separately classified as fair value through profit or loss, within trade and other receivables.

At 30 September 2018, provisions for impairment of receivables were established when there was objective evidence that the Group would not be able to collect all amounts due according to the original terms of those receivables. Provisions were only recognised when an impairment had crystallised. From 1 October 2018 the calculation of impairment provisions is subject to an expected credit loss model, involving a prediction of future credit losses based on past loss patterns. The revised approach involves the recognition of provisions relating to potential future impairments, in addition to impairments that have already occurred. The expected credit loss approach involves modelling of historic loss rates, and consideration of the level of future credit risk. Expected loss rates are then applied to the gross receivables balance to calculate the impairment provision.

REVENUE RECOGNITION ACCOUNTING POLICY

For the Tobacco & Next Generation Products (Tobacco & NGP) business (previously referred to as Tobacco), revenue comprises the invoiced value for the sale of goods and services net of sales taxes, rebates and discounts. Revenue is based on the completion of performance obligations that constitute the delivery of goods and completion of services. The performance obligation is recognised as complete when a Group company has delivered products to the customer, the customer has accepted the products and collectability of the related receivables is reasonably assured. Performance obligations associated with services, which include fees for distributing certain third party products, are linked to the delivery of those services. Income arising from the licencing or sale of intellectual property, occurring in the ordinary course of business, is treated as revenue.

For the Distribution business (previously referred to as Logistics), revenue comprises the invoiced value for the sale of goods and services net of sales taxes, rebates and discounts when goods have been delivered or services provided. The Distribution business only recognises commission revenue on purchase and sale transactions in which it acts as a commission agent. Distribution and marketing commissions are included in revenue. Revenue is recognised on products on consignment when these are sold by the consignee.

Payments are made to both direct and indirect customers for rebates, discounts and other promotional activities. Direct customers are those to which the Group supplies goods or services. Indirect customers are other entities within the supply chain to the end consumer. Rebates and discounts are deducted from Revenue. Payments for promotional activities will also be deducted from Revenue where the payments relate to goods or service that are closely related to or indistinct from associated sales of goods or services to that customer. The calculated costs are accrued and accounted for as incurred and matched as a deduction from the associated revenues (i.e. excluded from revenues reported in the Group's consolidated income statement).

DUTY AND SIMILAR ITEMS ACCOUNTING POLICY

Duty and similar items includes duty and levies having the characteristics of duty. In countries where duty is a production tax, duty is included in revenue and in cost of sales in the consolidated income statement. Where duty is a sales tax, duty is excluded from revenue and cost of sales. Payments due in the USA under the Master Settlement Agreement are no longer deducted from net revenue, instead these payments are now being recognised in other cost of sales.

NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT YET IN ISSUE

IFRS 16 'Leases' has not been adopted in these financial statements, it is in issue but will be effective for the period beginning 1 October 2019. The new standard requires operating leases to be accounted for through the recognition of a 'right of use asset' and a corresponding lease liability. Interest-bearing borrowings and non-current assets will increase on implementation of this standard. Operating lease costs will no longer be classified within the income statement based on amounts paid, but via a 'right of use asset' depreciation charge recognised within operating profit and a lease interest expense within finance costs, subject to the exemptions on amount and duration. The Group is currently in the process of implementing a solution to support the adoption of the standard and facilitate the associated accounting. The Group is intending to apply the modified retrospective approach on adoption of the standard which does not require comparative figures to be restated. Our initial assessment of IFRS 16 Leases is that it will not have a material effect on the Group's net assets or results.

IFRIC 23 'Uncertainty over income tax treatments' will be effective, subject to EU endorsement, for the period beginning 1 October 2019. The Interpretation clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. The Group is currently assessing the impact of the Interpretation. Our initial assessment of IFRIC 23 'Uncertainty over income tax treatments' is that it will not have a material effect on the Group's net assets or results.

There are no other standards or interpretations, issued but not yet effective, that are expected to have a material effect on the Group's net assets or results.

2. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

The Group makes estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience, and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In the future, actual experience may deviate from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the current financial year are discussed in note 2 of the financial statements for the year ended 30 September 2018, with the exception of the impairment analysis disclosed in note 9.

Actuarial valuations for the Group's retirement benefit plans are updated annually as at 30 September. An interim update is carried out at 31 March for the main plans. As part of this interim update, the most material plan assets are revalued based on market data at the period end and the liabilities for the most significant schemes are recalculated to reflect key changes in membership data and revised actuarial assumptions.

The Group has various obligations to potentially pay consideration in the future, related to past acquisitions. The amount of consideration payable is contingent on the level of the Group's future financial performance and certain other targets being met. The calculation of contingent consideration liabilities requires the use of forecasts and other forward looking information, which may vary over time. Forecasts always contain an inherent level of uncertainty and therefore there will be judgement involved in valuing contingent consideration liabilities. The liabilities are reassessed at each reporting date, based on the latest available information, and therefore may change in value over time.

3. SEGMENT INFORMATION

Imperial Brands comprises two distinct businesses - Tobacco & NGP and Distribution. The Tobacco & NGP business comprises the manufacture, marketing and sale of Tobacco & NGP and Tobacco & NGP-related products, including sales to (but not by) the Distribution business. The Distribution business comprises the distribution of Tobacco & NGP products for Tobacco & NGP product manufacturers, including Imperial Brands, as well as a wide range of non-Tobacco & NGP products and services. The Distribution business is run on an operationally neutral basis ensuring all customers are treated equally, and consequently transactions between the Tobacco & NGP and Distribution businesses are undertaken on an arm's length basis reflecting market prices for comparable goods and services.

On 1 October 2018 we reorganised the Tobacco & NGP business to manage our footprint based on geographic proximity changing from the previous approach of grouping markets based on their growth and returns profiles. The managerial and internal reporting structures of the business have been revised to reflect the new structure. Following the introduction of these changes we have revised our segmental reporting as required under IFRS 8.

The function of Chief Operating Decision Maker (defined in IFRS 8), which is to review performance and allocate resources, is performed by the Board and the Chief Executive, who are regularly provided with information on our segments. This information is used as the basis of the segment revenue and profit disclosures provided below. The main profit measure used by the Board and the Chief Executive is adjusted operating profit. Segment balance sheet information is not provided to the Board or the Chief Executive.

Our reportable segments are Europe, Americas, Africa, Asia & Australasia (AAA) and Distribution. Operating segments are comprised of geographical groupings of business markets. The main Tobacco & NGP business markets within the Europe, Americas and AAA reportable segments are:

AAA - Australia, Japan, Russia, Saudi Arabia, Taiwan and our African markets including Algeria and Morocco (also includes premium cigar, which is run as a separate business within AAA. Premium cigar primarily manufacturers within the AAA geography but does make sales in countries outside of this area).

The comparative figures have been restated to reflect the change in operating segments. In addition, revenue figures have been restated to reflect the changes arising on adoption of IFRS 15 (see note 1, Accounting Policies).

4. RESTRUCTURING COSTS AND PROVISIONS

RESTRUCTURING COSTS

Unaudited

Unaudited

Audited

£ million

6 months ended 31 March 2019

6 months ended 31 March 2018

Year ended 30

September 2018

Employment related

27

97

170

Asset impairments

17

2

3

Other charges

10

6

23

54

105

196

Restructuring costs analysed by workstream:

Unaudited

Unaudited

Audited

£ million

6 months ended 31 March 2019

6 months ended 31 March 2018

Year ended 30

September 2018

Cost optimisation programme

54

103

181

Acquisition integration costs

-

1

15

Other restructuring activities

-

1

-

54

105

196

The cost optimisation programme (Phase I announced in 2013 and Phase II announced in November 2016) is part of the Group's refocusing of its strategy to achieve a unique, non-recurring and fundamental transformation of the business. The costs of factory closures and implementation of a standardised operating model are considered to be one-off as they are a permanent scaling down of capacity and a once in a generation transformational change respectively. The cost optimisation programme is a discrete, time bound project which, given its scale, will be delivered over a number of years and once delivered the associated restructuring costs will cease.

Costs of implementing cost savings that do not arise from the refocused strategy are excluded from restructuring costs.

The charge for the period of £54 million (6 months to 2018: £105 million) relates to our two cost optimisation programmes announced in 2013 and 2016.

In the 6 months to 31 March 2019 the cash cost of the cost optimisation programmes was £71 million (6 months 2018: £129 million) bringing the cumulative cash costs of Phase I to £532 million and Phase II to £365 million.

Cost optimisation programme Phase I is expected to have a cash implementation cost in the region of £600 million in respect of the savings of £300 million per annum that the programme had generated by 2018 (the last year of the programme), and Phase II is expected to have a cash implementation cost in the region of £750 million, generating savings of a further £300 million per annum by 2020.

The total restructuring cash flow in the 6 months to 31 March 2019 was £78 million (6 months 2018: £141 million).

Restructuring costs are included within administrative and other expenses in the consolidated income statement.

Reported tax for the six months ended 31 March 2019 has been calculated on the basis of an estimated effective rate for the year ended 30 September 2018. The table below shows the tax impact of the adjustments made to reported profit before tax in order to arrive at the adjusted measure of earnings disclosed in note 8.

Unaudited

Unaudited

Audited

£ million

6 months ended 31

March 2019

6 months ended 31 March 2018

Year ended 30

September 2018

Reported tax

310

79

396

Deferred tax on amortisation of acquired intangibles

(6)

119

196

Tax on administration of UK distributor

-

30

21

Tax on net fair value and exchange movements on financial instruments

(1)

12

22

Tax on post-employment benefits net financing cost

2

3

5

Tax on restructuring costs

12

30

55

Tax on unrecognised losses

(39)

(24)

(76)

Deferred tax impact of US tax reforms

-

25

29

Adjusted tax charge

278

274

648

UNCERTAIN TAX POSITIONS

In 2017 new legislation was introduced in Russia, prospectively limiting the amount of production that could take place prior to new excise tax increases without being subject to a higher excise tax rate. On 28 September 2018, the Russian tax authorities issued a preliminary tax audit report for the calendar years 2014-2016 seeking to assess retrospectively additional excise and VAT with associated interest and penalties of approximately £132 million in respect of pre-production prior to new excise duty increases. In the event that the Russian tax authorities were to apply the same ruling to 2017, the Group estimates further excise and VAT with associated interest and penalties of £74 million could be assessed. The Group believe they have strong grounds for objecting to the preliminary report which were discussed with the Russian tax authorities in November 2018. Subsequent to these discussions, additional audit measures were commenced by the tax authorities. The Group awaits the tax authorities' revised preliminary report. The Group has complied with the legislation since it became effective. The Group is unable to make a reliable estimate of any provision until it has received the Russian tax authorities' response to its objections to the preliminary report, and furthermore, disclosure of a provision could be prejudicial.

In November 2015 the Group received a challenge from the French tax authorities that could lead to additional tax liabilities of up to £233 million. The challenge concerns the valuation placed on the shares of Altadis Distribution France (now known as Logista France) following an intra-group transfer of shares in October 2012 and the tax consequences flowing from a potentially higher value that is argued for by the tax authorities. In September 2018 the dispute was heard before the Commission Nationale, an independent adjudication body, whose decision is advisory only. In October 2018 the Commission issued its report which was favourable to the Group's position. In November 2018 a meeting was held with the French tax authorities to discuss the Commission's decision. In December 2018 the French tax authorities issued their final assessments seeking the full amount of additional tax assessed (£233 million). In January 2019 the Group appealed against the assessment. The Group awaits the response of the French tax authorities. At this time it is appropriate to maintain the £41 million (2018: £42 million) held in the provision for uncertain tax positions in respect of this matter.

The Group continues to monitor developments in relation to EU State Aid investigations. On 25 April 2019, the EU Commission's final decision regarding its investigation into the UK's Controlled Foreign Company regime was published. It concludes that the legislation up until December 2018 does partially represent State Aid. The UK Government has not announced how it will identify and recover State Aid. The Group considers that the potential amount of additional tax payable remains between nil and £300 million depending on the basis of calculation. Based upon current advice the Group does not consider any provision is required in relation to this investigation or any other EU State Aid investigation. The assessment of uncertain tax positions is subjective and significant management judgement is required. This judgement is based on current interpretation of legislation, management experience and professional advice.

The declared interim dividend for 2019 amounts to a total dividend of £596 million based on the number of shares ranking for dividend at 31 March 2019. This will be paid in two stages, one in June 2019 and one in September 2019.

The dividend paid during the half year to 31 March 2019 is £1,248 million (2018: £1,134 million).

8. EARNINGS PER SHARE

Unaudited

Unaudited

Audited

£ million

6 months ended 31 March 2019

6 months ended 31 March 2018

Year ended 30

September 2018

Earnings: basic and diluted - attributable to owners of the

Parent Company

679

491

1,368

Millions of shares

Weighted average number of shares:

Shares for basic earnings per share

953.3

950.4

952.4

Potentially dilutive share options

3.2

1.6

3.0

Shares for diluted earnings per share

956.5

952.0

955.4

Pence

Basic earnings per share

71.2

51.7

143.6

Diluted earnings per share

71.0

51.6

143.2

RECONCILIATION FROM REPORTED TO ADJUSTED EARNINGS AND EARNINGS PER SHARE

Unaudited

Unaudited

Audited

6 months ended

31 March 2019

6 months ended

31 March 2018

Year ended

30 September 2018

£ million unless otherwise indicated

Earnings per share (pence)

Earnings

net of tax

Earnings per share (pence)

Earnings

net of tax

Earnings per share (pence)

Earnings net of tax

Reported basic

71.2

679

51.7

491

143.6

1,368

Amortisation of acquired intangibles

31.8

303

42.8

407

90.0

857

Administration of UK distributor

-

-

13.7

130

9.3

89

Fair value adjustment to contingent consideration

12.5

119

-

-

-

-

Net fair value and exchange gains

on financial instruments

(6.9)

(66)

(1.2)

(11)

10.9

104

Post-employment benefits

net financing cost

0.1

1

0.4

4

0.8

8

Restructuring costs

4.4

42

7.9

75

14.9

141

Taxation on unrecognised losses

4.1

39

2.5

24

8.0

76

Deferred tax impact of US tax reforms

-

-

(2.6)

(25)

(3.0)

(29)

Adjustments attributable to

non-controlling interests

(1.6)

(15)

(0.9)

(9)

(2.3)

(22)

Adjusted

115.6

1,102

114.3

1,086

272.2

2,592

Adjusted diluted

115.2

1,102

114.1

1,086

271.3

2,592

9. INTANGIBLE ASSETS

Goodwill is allocated to groups of cash-generating units (CGUs) and is monitored at a Cash Generating Unit Grouping (CGUG) level. The groupings represent the lowest level at which goodwill is monitored for internal management purposes.

On 1 October 2018 we reorganised the Tobacco & NGP business to manage our footprint based on geographic proximity changing from the previous approach of grouping markets based on their growth and returns profiles. The managerial and internal reporting structures of the business have been revised to reflect the new structure. The key component markets of the new operating segments are described in note 3. Due to the changes in the reporting structure the Group undertook an exercise to reallocate goodwill and brand intangibles to new CGUGs aligned to the new operating segments, as required by IAS 36 (87).

The new CGUGs are comprised of individual markets within that geographic area. Each market is a separate CGU, the fair value of which has been assessed using a value in use calculation. This involves discounting future cashflows at an appropriate rate. Valuations have been assessed for reasonableness as part of this exercise. Central support function costs have been apportioned to CGUGs based on their relative fair value. Goodwill has been allocated to the new CGUGs based on their relative fair value. Where brand intangibles are held within individual markets no reapportionment has occurred. Certain brand intangibles were previously held at a CGUG level. These intangibles have been reapportioned amongst the new CGUGs based on their relative fair values.

The new Europe & Americas CGUGs are comprised of the same markets as their respective operating segments. The new Africa, Asia and Australasia operating segment has been split into two separate CGUGs which are Africa, Asia & Australasia and the Premium Cigar Division (PCD). The reason for this is because PCD has a separate strategic risk profile to the rest of the operating segments in which it sits. The Distribution operating segment has not been changed and therefore it continues as a separate CGUG with no changes to the assets held within it.

One of the requirements of IAS 36 is to undertake an impairment test based on the former CGU groupings prior to reapportioning intangible assets to new CGUs in the event of a group reorganisation. The impairment testing which was undertaken as at 30 September 2018 indicated no impairment. Therefore there was no requirement to impair any goodwill or brand intangible prior to the reallocation to new CGUs.

A summary of the carrying value of goodwill and intangible assets with indefinite lives for the new CGUs is set out below.

At 31 March 2019

£ million

Goodwill

Intangible assets with indefinite lives

Europe

4,409

333

Americas

4,049

-

Africa, Asia & Australasia

1,743

131

Premium Cigar Division

256

126

Tobacco & NGP

10,457

590

Distribution

1,686

-

12,143

590

Goodwill has arisen principally on the acquisitions of Reemtsma in 2002, Commonwealth Brands in 2007, Altadis in 2008 and ITG Brands in 2015.

The Group tests goodwill and intangible assets with indefinite lives for impairment annually, or more frequently if there are any indications that impairment may have arisen. As noted above, the last impairment test was conducted as at 30 September 2018. We have reviewed the new CGUGs for indicators of impairment as required by IAS 36. We have not identified any indicators and therefore there is no requirement to undertake a full impairment test at this stage. At present there is a significant level of headroom for each CGUG. The next impairment review will take place on or before the 30 September 2019.

10. VON ERL CONTINGENT CONSIDERATION

On 14 June 2017 Imperial's subsidiary, Fontem Ventures B.V., completed the acquisition of 50 per cent plus one share of Von Erl Gmbh for an initial cash consideration of £17 million. There was also agreement to purchase a further 50 per cent of the share capital of the company, payable as contingent consideration, based on the level of future product sales.

The purchase of the additional share capital is via four 10% tranches being purchased in the years 2018 to 2021 and a final 10% via a put/call option in 2022. The total payment is capped at a maximum of €200 million. In August 2018 a payment of £3 million was made under this forward contract to purchase the first tranche of 10 per cent of the share capital, taking the total shareholding to 60 per cent.

Following the completion of the measurement period at 30 September 2018, the contingent consideration liability for payments due in the period 2019 to 2022 was valued at £12 million. At 31 March 2019 this liability was revised upwards to £131 million, a £119 million increase, reflecting improved future product sales expectations predicated on the performance in the 6 month period and updated business projections. The carrying value of this liability will continue to be reassessed at future reporting points.

The fair value of bonds is estimated to be £11,915 million (2018 6 months: £11,783 million) and has been determined by reference to market prices at the balance sheet date. The carrying value of bonds is £11,223 million (2018 6 months: £11,047 million). The fair value of all other borrowings is considered to be equal to their carrying amount.

12. DERIVATIVE FINANCIAL INSTRUMENTS

The Group's derivative financial instruments which are held at fair value, are as follows.

Unaudited

Unaudited

Audited

£ million

6 months ended 31 March 2019

6 months ended 31 March 2018

Year ended 30

September 2018

Assets

Interest rate swaps

475

533

490

Forward foreign currency contracts

52

4

6

Cross-currency swaps

3

2

3

Total carrying value of derivative financial assets

530

539

499

Liabilities

Interest rate swaps

(804)

(697)

(724)

Forward foreign currency contracts

(9)

(4)

(7)

Cross-currency swaps

(319)

(480)

(529)

Carrying value of derivative financial liabilities before collateral

(1,132)

(1,181)

(1,260)

Collateral 1

28

82

82

Total carrying value of derivative financial liabilities

(1,104)

(1,099)

(1,178)

Total carrying value of derivative financial instruments

(574)

(560)

(679)

Analysed as:

Interest rate swaps

(329)

(164)

(234)

Forward foreign currency contracts

43

-

(1)

Cross-currency swaps

(316)

(478)

(526)

Collateral 1

28

82

82

Total carrying value of derivative financial instruments

(574)

(560)

(679)

¹ Collateral deposited against derivative financial liabilities under the terms and conditions of an ISDA Credit Support Annex.

Fair values are determined based on observable market data such as yield curves and foreign exchange rates to calculate the present value of future cash flows associated with each derivative at the balance sheet date, and are consistent with those applied during the year ended 30 September 2018.

All financial assets and liabilities are carried on the balance sheet at amortised cost, other than derivative financial instruments which are carried at fair value. Derivative financial instruments are valued using techniques based significantly on observable market data such as yield curves and foreign exchange rates as at the balance sheet date (Level 2 classification hierarchy per IFRS 7). There were no changes to the valuation methods or transfers between hierarchies during the period. With the exception of capital market issuance, the fair value of all financial assets and financial liabilities is considered approximate to their carrying amount.

Following the legal judgement in relation to Lloyds Banking Group on 26 October 2018, the Group has undertaken an exercise to estimate the impact of equalising guaranteed minimum payments (GMPs) in respect of the defined benefit pension scheme in the UK. Equalising GMPs has resulted in an increase in the defined benefit liabilities of £3 million.

14. SPANISH COMPETITION AUTHORITIES RULING

On 12 April 2019 the Spanish National Commission on Markets and Competition (CNMC) announced penalties against Philip Morris Spain, Altadis, JT International Iberia and Logista. Altadis and Logista received fines of €11.4 million and €20.9 million, respectively, from the CNMC. According to the decision, the companies are alleged to have infringed competition law by participating in an exchange of sales volume data between 2008 and February 2017. The CNMC considers that this conduct had the effect of restricting competition in the Spanish tobacco market. Both Altadis and Logista believe that the arguments made by CNMC that define this conduct as anti-competitive are flawed. Both Altadis and Logista intend to appeal the fines in the Spanish High Court, where they believe they will be successful, a decision supported by external legal counsel. Therefore a provision for these amounts is not considered appropriate.

15. BREXIT

The Group is monitoring the implications of the UK's decision to leave the European Union ('Brexit'). The Group has categorised the risks as those which will arise if the UK is no longer an EU Member State, and others that will arise dependent upon whether a transitional trade deal is agreed or not. Mitigation plans have been developed for specifically identified risks in both categories. The overall position is that the Group believes it is ready for whatever Brexit scenario occurs and does not foresee a material Brexit impact.

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